Clause 10 requires you to keep doing what the contract says and to work with mutual trust and co-operation, even after a clause 10 NEC breakdown in relations. It doesn't require you to agree, to give up a right, or to like the other side, and it doesn't offer an exit.
What decides the next move is whether the procedures are still running. A relationship can be poor while notices, replies and payments still work. Once those stop, you have specific contract remedies. NEC4 splits the duty between 10.1 and 10.2, and NEC3 has it all in 10.1. See the clause 10 guide for the wording's general effect.
First, keep the contract running
- Make a list of open periods: replies, quotations, 61.3 notices, payments and any W1 dates. A falling-out doesn't stop any of them.
- Keep sending each notice separately and on time, using the system the Scope names.
- Keep the meetings going. Early warning meetings are required at no longer than the Contract Data interval (15.2). If they've lapsed, either side can instruct the other to attend.
- Strip the tone from letters. Write facts, clause and request. Have someone else read anything written when annoyed.
- Stop side arguments. Move all disagreements on to one list, and work through it.
Which behaviour has which remedy
| What's happening | The better route | Why not just cite clause 10 |
|---|---|---|
| Project Manager has stopped replying | 60.1(6) and the treated acceptance provisions | The specific clause already gives you time and money |
| Contractor's notices are aggressive but valid | Reply on the merits | Valid notices are acting as stated |
| Contractor is withholding information | Ask for it under the clause that requires it; 61.5 or Disallowed Cost may apply later | A specific consequence is stronger than a general complaint |
| Payment is being held back | Pay less rules, interest under 51.2, and suspension under the Act | Payment has a full set of rules of its own |
| Contractor obstructing the Client or Others to a substantial degree | Notify the default: R14 at 91.3 may follow | The termination route has its own test |
| Disagreement over one big issue is poisoning everything | Refer it, or settle it. Then move on | Clause 10 won't decide who's right |
What it can't do
Clause 10 isn't a stated reason for termination, it isn't on the list of compensation events, and it doesn't appear to lift a time limit. It helps most as the basis for how you use the contract: raising things early, giving reasons and sharing information. If it comes to a formal dispute, take legal advice on what it adds to your case. Don't use it as your lead argument: a referral is stronger if it starts with the specific clause.
A reset, in practice
- One senior person from each side meets, away from the site team. Ideally neither has been in the row so far.
- Agree the facts of the problems, not the blame: open events, overdue replies and payment dates.
- Sort the list into what can be closed this month, what needs a joint figure, and what needs a third party.
- Agree working rules: a named person, a weekly call, and no surprises in the next notice.
- Consider a change of faces. A Project Manager can be replaced under 14.4, and a Contractor can change anyone who isn't a key person. Key people go through 24.1.
- Set a review date. Check after four weeks whether the list is shorter.
Under W2 of NEC4, Senior Representatives are available by agreement for specific disputes, and W3 sets up a standing board where it's been chosen. See dispute avoidance for the options.
A fictional example
Eight months into a sewer job, the Contractor's commercial manager and the Project Manager are writing long emails to each other, each quoting clause 10. Thirty-one events are open. The two directors meet, close nineteen at a joint meeting, and refer two on a single question to an Adjudicator. The remaining ten follow within two months. Numbers are illustrative.
Opening words for a reset letter
"We think the way we're working on [project] isn't helping either of us. We'd like to meet at senior level by [date] to agree a list of open items and how we'll close them. This doesn't change any notice or period under the contract, and we'll keep working to those in the meantime."
What to expect
The other side may read this as weakness, or as setting up a claim. It may also respond with its own list. That's fine. A shared list is the point. If nothing changes, you've still created a record of having tried, and you've got clear disputes to refer. For deciding on that next step, see adjudication or negotiation, or return to the NEC questions hub.
Related guides
- NEC Questions Answered: Real Situations on Site
- Does Giving an Early Warning Admit Fault?
- Can We Give Too Many Early Warnings?
- Does an Early Warning Count as Notifying a Compensation Event?
- A New Project Manager Is Reversing Earlier Decisions
- The Project Manager Works for the Client: Are They Impartial?
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This guide is general information in our own words, not legal advice. Your contract and its Contract Data always govern. NEC, NEC3 and NEC4 are trade marks of Thomas Telford Ltd; Contract Status is not affiliated with or endorsed by NEC.